Terms and conditions Recrubo B.V. 

These general terms and conditions apply to all offers and agreements arising therefrom between Recrubo V.O.F. in Tilburg, Chamber of Commerce 80480233 and its counterparties (“Client”). Terms or conditions set out by the Client that differ from, or are not contained in, these terms and conditions are only binding on Recrubo if and to the extent that they have been expressly accepted in writing. 

The present terms and conditions have been updated on 5/01/2021.

1. Offer and acceptance

1. Recrubo prepares an offer in which Recrubo specifies the work (“the Services”) Recrubo offers to perform, what is included in the Services and the amount due. Only the description of the Services as set out in the quotation is binding. 
2. In general, the Services include the creation of customised software at the Client’s request, and all that is related thereto. Other work shall only be performed if this is specified in the quotation. 
3. An offer is entirely non-binding and valid for 14 days after being sent, unless otherwise indicated in the offer. Recrubo can never be obliged to accept an offer after this period, but if Recrubo does so, the offer is still accepted. 
4. The agreement comes into existence at the moment Recrubo receives the notice of acceptance of the offer from the Client. The offer must be accepted by the Client in writing by signing it and returning it.
5. In the event that the Client does not explicitly indicate its acceptance of the offer, but nevertheless agrees, or creates the impression, that Recrubo will perform work within the description of the Services, then the offer is deemed to be accepted. This also applies where the Client requests Recrubo to carry out certain work without awaiting a formal quotation.
6. All “setup” amounts in the quotation are an estimate. Should the estimate not be correct, Recrubo will contact the Client in a timely manner and discuss additional work.
7. Modification of the Services is only possible with the agreement of both parties, except as otherwise provided elsewhere in these Terms. 
8. Recrubo will provide an appropriate quotation in the event of requests for additional work.

2. Delivery of the services

1. After the agreement has been formed, Recrubo shall as soon as possible perform the Services in accordance with the quotation, taking into account any reasonable wishes of the Client. 
2. The Client is obliged to do and omit to do all that is reasonably desirable and necessary to make a proper and timely performance of the Services possible. In particular, the Client shall ensure that all information which Recrubo indicates to be necessary or which the Client should reasonably understand to be necessary for the performance of the Services, is supplied to Recrubo in a timely manner. 
3. The Client shall provide Recrubo with access to all places, services and accounts under its control (such as api keys or resources to implement the chatbot on a website) which Recrubo reasonably requires to deliver the Services. 
4. Recrubo warrants that the Services will be performed carefully, thoroughly and to the best of its ability. If the proper performance of the Services so requires, Recrubo has the right to have certain work carried out by third parties. Recrubo is and shall remain the party responsible to the Client. 
5. Recrubo has the right, but never the obligation, to verify the accuracy, completeness or coherence of the source materials, requirements or specifications supplied to Recrubo and to suspend the agreed work until the Client has eliminated the relevant imperfections. 
6. Unless otherwise agreed, Recrubo is not a party to the supply of third party services, such as software licenses or hosting required for Services, even if Recrubo procures these services on behalf of the Client. 
7. Recrubo has the right to (temporarily) suspend or limit the supply of the Services if the Client fails to fulfil any obligation to Recrubo in connection with the agreement or acts in breach of these general terms and conditions. 
8. Recrubo shall endeavour to respond to any request from the Client during office hours within 4 hours, unless otherwise agreed in the offer.

3. Development of Works

1. If a Service includes the development, configuration and/or modification of Works such as websites, data files, software, documentation, advice, reports, analyses, designs, texts, photographs, films, sound recordings, images, audiovisual material, logos or corporate identities (hereinafter: “Works”), Recrubo has the right, unless otherwise agreed, to use the images, software and components of third parties in the development, configuration or modification of Works. 
2. Recrubo is permitted to use open source software of which the rights are held by third parties. This means, amongst others, that Recrubo may supply open source software to the Client and incorporate open source software in Works produced or adapted by Recrubo in the context of a Service. Should the licence of certain open source software imply that the Client can only distribute (parts of) the software as open source, Recrubo will adequately inform the Client of all applicable licensing conditions.  

4. Delivery and acceptance

1. Recrubo shall, after completion of work or parts thereof, deliver the result when, in its professional opinion, it complies with the specifications or is suitable for use. 
2. The Client must then evaluate and approve or reject the delivered work within 14 days of delivery. If the client does not reject the delivered work within this period, the delivered work is deemed to have been accepted. 
3. If work is delivered in phases, the client shall approve or reject the part of the work of that phase after the completion of each phase, in the manner stipulated in the previous paragraph. The Client may not base an approval or rejection in a later phase on aspects that were approved in an earlier phase.  
4. In the event that the Client disapproves of all or part of the work completed, Recrubo shall endeavour to remove the reason for disapproval as soon as possible. Recrubo may do so by revising the deliverable or providing reasons for rejection. The Client then has another 14 days to approve or reject the revision or motivation. 
5. If the Client has rejected the work delivered in whole or in part after the first revision or motivation, Recrubo will decide on a reasonable number of revision rounds. If a party indicates that further revisions are not (or no longer) useful, both parties are entitled to terminate the agreement for the Service concerned. In such a case, the Client shall reimburse Recrubo for the actual hours worked, up to a maximum of the amount quoted for the rejected item. The Client shall not, however, be entitled to use the rejected Product in any way whatsoever. 
6. After acceptance of the work delivered, all liability for defects in the work delivered will lapse, unless Recrubo was or should have been aware of the defect at the time of acceptance. In any event, any liability for defects shall lapse one year after termination of the Agreement for any reason whatsoever.

5. Intellectual property rights

1. All intellectual property rights to all Services or Works developed or delivered in the context of the agreement are vested exclusively in Recrubo or its licensors. Only if explicitly stated in the offer or separately explicitly agreed can rights be transferred to the Client. 
2. The Client shall only receive the user rights and powers arising from the scope of the agreement or granted in writing and for the rest the Client shall not reproduce or disclose the Works or other results of Services materials. Any use, reproduction or publication of the materials that falls outside the scope of the agreement or rights of use granted will be regarded as a breach of copyright. The Client shall pay Recrubo an immediately payable fine, which is not subject to judicial moderation, of € 50.000 for each infringing act. This does not affect Recrubo’s right to be compensated for its losses due to the infringement or to take other legal action in order to terminate the infringement. 
3. The Client has the right to make changes to Works which it receives for use. 
4. The Client is not permitted to remove or amend any copyright, trademark, trade name or other intellectual property right notices from the Materials, including notices regarding the confidential nature and secrecy of the Materials.

6. Prices and payment

1. The Client shall owe the fixed amount(s) stated in the quotation for the Services.
2. The setup costs will be invoiced at the start of the project. Managed service costs will be invoiced quarterly, or annually, at the start of the project, depending on the wishes of the Client. 
3. Recrubo uses an hourly rate of 100 euro excluding VAT.
4. Recrubo will send an electronic invoice to the Client for the amounts due by the Client. 
5. The term of payment of invoices is 30 days after the date of the invoice, unless a longer term of payment is indicated on the invoice. If the Client fails to pay on time, it shall be in default by operation of law without notice of default being required. If an amount due is not paid within the term of payment, statutory interest shall be payable on the outstanding invoice amount. 
6. If the Client is of the opinion that (part of) an invoice is incorrect, it must notify Recrubo thereof within the term of payment. The payment obligation for the disputed part (but not the remainder) will be suspended until Recrubo has investigated the report. If after Recrubo’s investigation it appears that the dispute was unjustified, the Client must pay the disputed amount within seven days. 
7. In the event of late payment, the Client shall be liable, in addition to the amount due and the interest thereon, for the full reimbursement of both extra-judicial and judicial collection costs, including the costs of lawyers, bailiffs and debt collection agencies. In particular, Recrubo is in this case entitled to charge administration costs of €50. 
8. The claim for payment shall become immediately due and payable in the event that the Client is declared bankrupt, applies for a moratorium or the Client’s assets are seized, the Client dies, goes into liquidation or is dissolved.

7. Confidentiality

1. Parties shall treat information which they provide to each other before, during or after the execution of the Agreement confidentiality if this information is marked confidential or if the receiving party knows or should know that the information was intended to be confidential. The parties also impose this obligation on their employees as well as on third parties engaged by them for the execution of the agreement. 
2. Recrubo will make every effort to avoid acquiring knowledge of data that the Client stores and/or distributes via the hardware or software to which the Services relate, unless this is necessary for proper performance of the agreement or the Service Provider is obliged to do so pursuant to a statutory provision or court order. In that case, the Service Provider will endeavour to limit the access to the data as much as possible, as far as this lies within its power. 
3. Recrubo may use the knowledge gained in the fulfilment of the agreement for other assignments, to the extent that this does not make any Client information available to third parties in breach of confidentiality obligations. 
4. The obligations set out in this article continue even after termination of the agreement for whatever reason, and for as long as the party providing the information can reasonably claim the confidential nature of the information.

8. Liability

1. Recrubo shall only be liable to the Client in the event of an attributable failure in the performance of the agreement and only for substitute damages, i.e. compensation of the value of the omitted performance. 
2. Any liability of Recrubo for any other form of damage is excluded, including, but not limited to, additional damages in any form whatsoever, compensation for indirect or consequential loss, damage due to loss of business or profit, damage due to loss of data and damage due to exceeding deadlines as a result of changed circumstances. 
3. In the event of liability under the first paragraph, the maximum amount payable by Recrubo will be equal to the amount due for the relevant Service. This maximum amount will lapse if and to the extent that the damage is the result of intent or gross negligence on the part of Recrubo.
4. Recrubo shall only be liable for attributable failure in the performance of the agreement if the Client immediately and properly serves a notice of default on Recrubo, whereby a reasonable term is set to remedy the failure and Recrubo continues to fail attributable in the performance of its obligations even after such term. The notice of default must contain as detailed a description as possible of the breach, so as to enable Recrubo to respond adequately. 
5. In the event of force majeure, which shall in any event be understood to mean breakdowns or failures of the internet, the telecommunications infrastructure, power failures, civil commotion, mobilisation, war, traffic congestion, strikes, lockouts, operational disturbances, delays in supply, fire, floods, import and export obstructions and in the event that Recrubo is prevented from delivering by its own suppliers, In the event that Recrubo, irrespective of the reason, is unable to effect delivery, as a result of which Recrubo cannot reasonably be expected to comply with the agreement, the performance of the agreement shall be suspended or the agreement terminated when the force majeure situation has lasted longer than ninety days, without any obligation to pay damages.

9. Duration and termination

1. The agreement is entered into for the period of time necessary to provide the Services.
2. The agreement may only be terminated in the interim as provided in these general terms and conditions, or with the consent of both parties. 
3. Upon termination, cancellation or dissolution for any reason whatsoever, Recrubo shall be entitled to delete all data stored on behalf of the Client with immediate effect from the date of expiry of the agreement. Recrubo is not obliged in such an event to provide the Client with a copy of such data.
4. The agreement will terminate automatically if one of the parties is declared bankrupt, applies for a moratorium or has its assets seized, dies, goes into liquidation or is dissolved. 

10. Amendments to the agreement

1. After acceptance, the agreement may only be changed with mutual consent. 
2. However, if the agreement is a continuing performance contract, Recrubo is entitled to amend or extend these general terms and conditions unilaterally once per calendar year. It shall notify the Client thereof at least 2 months before the amendments or expansions will take effect. However, amendments to the general terms and conditions can never override a specific agreement. 
3. If the Client objects within this period, Recrubo will consider whether or not to withdraw the objectionable amendments or extensions. Recrubo shall notify the Client of this decision. If Recrubo does not wish to withdraw the objectionable modifications or extensions, the Client has the right to terminate the agreement as of the date they take effect.
4. Recrubo may at any time amend these general terms and conditions if such amendments are necessary due to changed legal regulations. The Client cannot object to such changes.
5. The above regulation also applies to prices.

11. Final provisions

1. This Agreement is governed by Dutch law. Unless otherwise prescribed by mandatory law, all disputes arising in connection with this agreement shall be submitted to the competent Dutch court for the district in which Recrubo is established. 
2. Should any provision of this agreement be found to be invalid, this will not affect the validity of the entire agreement. The parties shall, in such case, agree to a new clause(s) by way of replacement, which will fulfil the intention of the original agreement and these general terms and conditions as much as is legally possible. 
3. In these terms and conditions, “in writing” also includes e-mail and communication by fax, provided that the identity of the sender and the integrity of the content has been sufficiently established. The parties will endeavour to confirm the receipt and content of communications by email. 
4. The version of any communication received or stored by Recrubo shall be deemed to be authentic, subject to evidence to the contrary to be furnished by the Client. 
5. Each party is only entitled to transfer its rights and obligations under the agreement to a third party with the prior written consent of the other party. Notwithstanding the foregoing, Recrubo shall at all times be entitled to transfer its rights and obligations under the agreement to a parent, subsidiary or sister company.